Yelp (NYSE: YELP) closes $270M Hatchify deal plus $30M retention

Rhea-AI Filing Summary

Yelp Inc. has completed the acquisition of Hatchify Inc. through a cash merger. On February 2, 2026, its subsidiary Hargrove Merger Sub merged into Hatchify, which became a wholly owned Yelp subsidiary.

All outstanding Hatch capital stock and stock options were converted into the right to receive approximately $270 million in cash, subject to customary post-closing adjustments. Yelp also agreed to provide certain continuing Hatch employees with retention packages valued at $30 million, to be paid over two to three years, and funded the transaction in part with a loan under its existing revolving credit facility.

Insights

Equity and M&A analyst

Yelp adds Hatchify in a $270M cash deal, partly debt-funded.

Yelp acquired Hatchify via a merger in which a Yelp subsidiary combined with Hatchify, making Hatchify a wholly owned unit. Hatch stockholders and option holders receive approximately $270 million in cash, indicating a sizable, all-cash transaction structure.

In addition, certain continuing Hatch employees will receive retention packages valued at an aggregate $30 million, paid over two to three years, which helps support post-acquisition integration and talent continuity. This adds to the overall economic commitment beyond the purchase price.

The deal was funded in part through a loan under Yelp’s existing revolving credit facility, referencing agreements dating from April 28, 2023 and amended on December 18, 2025. The balance between cash on hand and borrowings, and how this affects leverage and interest expense, would be clarified in future financial disclosures.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 2, 2026

YELP INC.

(Exact name of registrant as specified in its charter)

Delaware

001-35444

20-1854266

(State of incorporation)

(Commission File No.)

(IRS Employer Identification No.)

350 Mission Street, 10th Floor

San Francisco, California 94105

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (415) 908-3801

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, par value $0.000001 per share

YELP

New York Stock Exchange LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

Item 8.01.    Other Events.

On January 17, 2026, Yelp Inc. (the “Company”) and Hargrove Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Hatchify Inc. (“Hatch”) and Fortis Advisors LLC, as the Securityholders’ Representative. Pursuant to the Merger Agreement, on February 2, 2026, Merger Sub merged with and into Hatch, with Hatch continuing as the surviving corporation and a wholly owned subsidiary of the Company (the “Merger”).

The transaction closed upon the consummation of the Merger and all outstanding capital stock and options to purchase capital stock of Hatch were converted into the right to receive an aggregate of approximately $270 million in cash, subject to customary post-closing adjustments. Pursuant to the Merger Agreement, the Company will also provide certain continuing Hatch employees with retention packages valued at an aggregate of $30 million to be paid out over two to three years.

The Company funded the transaction in part with a loan under its revolving credit facility established by the Revolving Credit and Guaranty Agreement, dated as of April 28, 2023, with the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, as amended by the First Amendment to Revolving Credit and Guaranty Agreement, dated as of December 18, 2025, with the lenders party thereto, JPMorgan Bank, N.A., as the existing administrative agent and collateral agent, and Wells Fargo Bank National Association, as the successor administrative agent and collateral agent.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:			February 6, 2026			YELP INC.
						By:			/s/ David Schwarzbach
									David Schwarzbach
									Chief Financial Officer

FAQ

What transaction did Yelp (YELP) announce involving Hatchify Inc.?

Yelp completed a merger in which its subsidiary Hargrove Merger Sub merged into Hatchify Inc., making Hatchify a wholly owned Yelp subsidiary. All Hatch capital stock and options were converted into the right to receive approximately $270 million in cash, subject to customary post-closing adjustments.

How much is Yelp paying for Hatchify Inc. in this deal?

Yelp is paying an aggregate of approximately $270 million in cash for all outstanding Hatch capital stock and stock options. This amount is subject to customary post-closing adjustments, meaning the final consideration may shift slightly based on agreed mechanisms after closing.

Are Hatchify employees receiving additional compensation from Yelp after the acquisition?

Yes. Yelp will provide certain continuing Hatch employees with retention packages valued at an aggregate $30 million. These retention payments are scheduled to be paid over a period of two to three years, helping support employee continuity following completion of the merger transaction.

How is Yelp funding the Hatchify acquisition according to the 8-K?

Yelp funded the acquisition in part using a loan under its revolving credit facility. That facility is governed by a Revolving Credit and Guaranty Agreement dated April 28, 2023, as amended on December 18, 2025, with JPMorgan Chase Bank and Wells Fargo Bank as agent banks.

When did the Hatchify merger with Yelp become effective?

The merger became effective on February 2, 2026, when Hargrove Merger Sub merged with and into Hatchify. From that date, Hatchify continued as the surviving corporation and operates as a wholly owned subsidiary of Yelp, reflecting formal closing of the transaction.

Who represents Hatchify securityholders in the Yelp acquisition?

Fortis Advisors LLC acts as the Securityholders’ Representative for Hatchify’s investors in the merger. This representative handles certain post-closing matters on behalf of former Hatch securityholders under the Agreement and Plan of Merger signed with Yelp and Hargrove Merger Sub.